Certificate of Incorporation/Bylaws Form 8 K

Item 5.03.Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Elimination

As previously reported, Panbela Therapeutics, Inc. (the "Company") held a special meeting of stockholders on May 28, 2024 at which, among other matters, stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock, par value $0.001 per share, at a reverse stock split ratio ranging from any whole number between 1-for-10 and 1-for-45, subject to and as determined by the Board of Directors. Upon the approval by stockholders of the reverse stock split proposal at the special meeting, the sole outstanding share of the Company's Series A Preferred Stock, par value $0.01 per share, was automatically redeemed. On June 28, 2024, the Company filed a Certificate of Elimination with the Secretary of State of Delaware which, effective upon filing, eliminated all matters set forth in the Certificate of Designation of Series A Preferred Stock filed with the Delaware Secretary of State on April 23, 2024. The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.